Farrell v. Twenty–first Century Ins. Co..

• Court: Connecticut Supreme Court
• Writing for the Court: ROGERS, C.J., and NORCOTT, PALMER, ZARELLA, McLACHLAN and HARPER, Js.
• Citation: Farrell v. Twenty–first Century Ins. Co.., 301 Conn. 657, 21 A.3d 816 (Conn. 2011)
• Decision Date: 19 July 2011
• Docket Number: No. 18544.,18544.
• Parties: Catherine FARRELL et al.v.TWENTY–FIRST CENTURY INSURANCE COMPANY.

301 Conn. 657

21 A.3d 816

Catherine FARRELL et al.

v.TWENTY–FIRST CENTURY INSURANCE COMPANY.

No. 18544.

Supreme Court of Connecticut.

Argued April 20, 2011.Decided July 19, 2011.

Campbell D. Barrett, with whom were Jon T. Kukucka, Hartford, and, on the brief, Felicia C. Hunt, for the appellants (plaintiffs).Andrew M. McPherson, with whom, on the brief, was Dennis M. Laccavole, Bridgeport, for the appellee (defendant).ROGERS, C.J., and NORCOTT, PALMER, ZARELLA, McLACHLAN and HARPER, Js.HARPER, J.

In this certified appeal,¹ the plaintiffs, Catherine Farrell and Olivia Farrell, appeal from the judgment of the Appellate Court affirming the summary judgment rendered by the trial court in favor of the defendant, Twenty–First Century Insurance Company, in the plaintiffs' action to compel arbitration. Farrell v. Twenty–First Century Ins. Co., 118 Conn.App. 757, 985 A.2d 1076 (2010). The plaintiffs claim that the Appellate Court improperly affirmed the trial court's summary judgment when there were genuine issues of material fact as to whether written correspondence between the parties constituted a written agreement to arbitrate under General Statutes § 52–408 ² or as to whether that correspondence and oral communications between the parties otherwise manifested their intent to submit to arbitration. We affirm the judgment of the Appellate Court.

The record reveals the following undisputed facts and procedural history. The plaintiffs, along with John Farrell and Colm Farrell, allegedly were involved in a motor vehicle accident with an insured of the defendant on December 20, 2000. On February 25, 2002, the plaintiffs and the two other individuals filed an action against the defendant, seeking damages for personal injuries arising out of that accident. During a February, 2005 pretrial conference, the parties agreed to settle the claims of John Farrell and Colm Farrell and further agreed, in principle, to arbitrate the plaintiffs' claims. Between January, 2005, and February, 2007, counsel to the parties exchanged at least fourteen letters. The details of that correspondence will be set out in a subsequent part of this opinion.

In February, 2008, the plaintiffs filed the underlying complaint in this action against the defendant seeking a court order to compel arbitration. The defendant filed a motion for summary judgment, claiming that no written agreement to arbitrate existed between the parties. In support of the motion, the defendant submitted an affidavit from one of its authorized representatives attesting that there was no written agreement between the parties to arbitrate. The plaintiffs opposed the motion, claiming that the correspondence between the parties, cumulatively, constituted an enforceable agreement to arbitrate. In support of their opposition, the plaintiffs submitted copies of the correspondence and an affidavit by their attorney attesting that the parties had agreed at the pretrial conference to resolve the dispute through arbitration. The trial court rendered summary judgment in favor of the defendant, concluding that “[t]here was never a clear manifestation of an agreement to arbitrate as there was no express agreement on the terms under which arbitration would take place.” The court concluded that “no reasonable minds could differ on th[is] issue and therefore there is no genuine issue of material fact between the parties.”

The plaintiffs appealed to the Appellate Court, which affirmed the trial court's judgment. The Appellate Court concluded that the “correspondence, viewed in the light most favorable to the plaintiffs, indicates that the parties had an informal agreement to arbitrate, but they never agreed on any of the terms for arbitration, including the parameters for both plaintiffs' claims....” Farrell v. Twenty–First Century Ins. Co., supra, 118 Conn.App. at 761, 985 A.2d 1076. The Appellate Court rejected the plaintiffs' claim that oral communications could supply any missing terms, as well as their claim that the court could compel unrestricted arbitration under the particular facts of the present case. Id., at 761–62, 985 A.2d 1076. Therefore, the court concluded, under the requirement that agreements to arbitrate be in writing, the plaintiffs had not met their “burden of providing concrete evidence that raises a genuine issue as to the existence of a written contract to arbitrate.” Id, at 761, 985 A.2d 1076. This certified appeal followed.

On appeal, the plaintiffs claim that, if the evidence were viewed in the light most favorable to them, a genuine issue of material fact remained when the trial court granted the defendant's motion for summary judgment. Specifically, they claim that a jury could have concluded that the correspondence between the parties cumulatively constituted a written agreement to arbitrate the plaintiffs' personal injury claims. The plaintiffs contend that such an agreement need only manifest their intent to arbitrate and not the specific terms of the arbitration. Additionally, the plaintiffs claim either that the correspondence could be viewed to establish an unrestricted submission ³ or that the correspondence viewed in conjunction with oral communications regarding arbitration and potential terms of arbitration by both parties raise a genuine issue of material fact as to whether the parties had agreed to arbitrate. In response, the defendant claims that, even drawing all possible inferences in favor of the plaintiffs, no genuine issue of fact exists as to whether the parties had a written agreement to arbitrate. We agree with the defendant.

We begin with the applicable standard of review. Summary judgment rulings present questions of law; accordingly, “[o]ur review of the ... decision to grant the defendant's motion for summary judgment is plenary.” (Internal quotation marks omitted.) Bellemare v. Wachovia Mortgage Corp., 284 Conn. 193, 199, 931 A.2d 916 (2007). “The party seeking summary judgment has the burden of showing the absence of any genuine issue [of] material facts which, under applicable principles of substantive law, entitle him to a judgment as a matter of law ... and the party opposing such a motion must provide an evidentiary foundation to demonstrate the existence of a genuine issue of material fact.” (Internal quotation marks omitted.) Bednarz v. Eye Physicians of Central Connecticut, P.C., 287 Conn. 158, 169, 947 A.2d 291 (2008). In order for a motion for summary judgment to be granted properly, the moving party must demonstrate “that it is quite clear what the truth is, and that excludes any real doubt as to the existence of any genuine issue of material fact.... [A] summary disposition [must] ... be on evidence which a jury would not be at liberty to disbelieve and ... where, on the evidence viewed in the light most favorable to the nonmovant, the trier of fact could not reasonably reach any other conclusion than that embodied in the [summary judgment].” (Internal quotation marks omitted.) Dugan v. Mobile Medical Testing Services, Inc., 265 Conn. 791, 815, 830 A.2d 752 (2003).

Certain well established principles guide our review in the present case. A party “can be compelled to arbitrate a dispute only if, to the extent that, and in the manner which, he has agreed so to do.” (Internal quotation marks omitted.) John A. Errichetti Associates v. Boutin, 183 Conn. 481, 488, 439 A.2d 416 (1981). This court has stated unequivocally that “only written arbitration agreements are enforceable and all others are void.” Bennett v. Meader, 208 Conn. 352, 362 n. 8, 545 A.2d 553 (1988); see also id., at 359, 545 A.2d 553 (“[o]ral agreements are not included, implicitly or explicitly, in the description of valid arbitration agreements”). The intent that arbitration “be the exclusive method for the settlement of disputes arising under the contract must be clearly manifested. This express intent by both parties to enter into the arbitration agreement is essential to its existence.... An agreement to arbitrate must be clear and direct and not depend on implication.” (Internal quotation marks omitted.) Jacob v. Seaboard, Inc., 28 Conn.App. 270, 273, 610 A.2d 189, cert. denied, 223 Conn. 923, 614 A.2d 822 (1992).

Additionally, for the written agreement to be enforceable, it is axiomatic that the parties must agree to submit to the same arbitration. See Bridgeport Pipe Engineering Co. v. DeMatteo Construction Co., 159 Conn. 242, 249, 268 A.2d 391 (1970) (concluding that, to constitute valid contract, agreement “must be found to have been based on an identical understanding by the parties”). “Under established principles of contract law, an agreement must be definite and certain as to its terms and requirements.” (Internal quotation marks omitted.) Suffield Development Associates Ltd. Partnership v. Society for Savings, 243 Conn. 832, 843, 708 A.2d 1361 (1998). Nonetheless, parties may agree to either a restricted or unrestricted arbitration. “The authority of an arbitrator to adjudicate the controversy is limited only if the agreement contains express language restricting the breadth of issues, reserving explicit rights, or conditioning the award on court review. In the absence of any such qualifications, an agreement is unrestricted.” Garrity v. McCaskey, 223 Conn. 1, 5, 612 A.2d 742 (1992).

With these parameters in mind, we turn to the written correspondence between the parties, which reveals the following chronology of letters sent between the defendant's counsel and the plaintiffs' counsel.⁴ In a letter dated January 27, 2005, the defendant's counsel indicated that arbitration had been “discussed....” He requested therein that the plaintiffs' counsel “indicate in writing whether or not you would submit the claims of [the plaintiffs] to binding high/ low arbitration. If you are willing to submit the claims to arbitration, please let me know what you would consider appropriate high/ low limits.” In a letter dated March 28,...